Research Collaboration Agreement between Partner A and Research Organization for Agriculture and Food, National Research and Innovation Agency, on Investigating and Identifying Proper strategies to empower Agricultural Female Workers for Reducing Pesticide Exposure Health Risks in Shallot Cultivation, 2022

1.    Definitions

In this Agreement, capitalized words have the same definition as in the Head Agreement, except the following:

Agreement means this agreement and includes the Details, Terms and Schedules.

Background IP means Intellectual Property that exists prior to the commencement of the Research Project.

Details mean the details at the front of this Agreement.

Collaborator’s Fee means the fee payable to the Collaborator specified in the Details.

Confidential Information means all confidential information including:

• trade secrets of partner A;
• confidential know-how of partner A;
• the details of the Goods and Services;
• the Terms of this Agreement;
• software, manuals, diagrams, graphs, charts, estimates, records, concepts, accounts, price lists, plans, formulae, design methods, techniques, market research, information, correspondence, letters and papers of every description including all copies of or extracts from the same;
• information concerning the business, finances, students and staff of partner A or a Controlled    Entity of partner A including (without limitation) business plans, marketing plans, competitive information, lists of actual or prospective sources of external income for research purposes, budgets and pricing information; and
• information concerning the business, finances of a third party, including business plans, marketing plans, lists of actual or prospective sources of external income for research purposes, competitive information, establishment lists, budgets and pricing information which partner A or a Controlled Entity of partner A has an obligation not to disclose, of which the Collaborator becomes aware or generates (both before and after the date of this Agreement) in the course of, or in connection with, providing the Research

Force Majeure Event means a circumstance beyond the reasonable control of a party that results in that party being unable to perform an obligation on time and includes, without limitation:

• natural events, like fire, flood or earthquake;
• national emergency;
• terrorist acts (Including cyberterrorism) and acts of vandalism;
• war; or
• pandemic or

Intellectual Property Rights means all property rights, including any invention, design, discovery, plan, system, method, arrangement, procedure, process or modification made or devised or developed or discovered by a party during the Term of the Agreement (whether alone or jointly with others) or any previous agreement between the Parties relating to the provision of services which in any way affects or relates to the activities of a party or is capable of being used or adopted for use in relation to or in connection with the business or activities of a Party including without limitation:

• patents, copyright, rights in circuit layouts, plant breeder’s rights, registered designs, trademarks and the right to keep the confidentiality of Confidential Information; and
• any application or right to apply for registration of any of the rights specified in (a)

Moral Rights has the meaning attributed to it in the Copyright Act 1968 (Cth).

Principal Investigator means the person named in the Details who will lead and manage the Research Project and Research Project team.

Research Project means the Research Project set out in Schedule partner A.

Research Project IP means any Intellectual Property resulting from the Research Project, but excludes Background IP.

Term means the term of this Agreement set out in the Details.

Terms mean the terms and conditions forming part of this Agreement.

Works has the meaning attributed to it in the Copyright Act 1968 (Cth).

2.   Research Collaborator Services

• The Collaborator warrants that the Research Project will be performed:
  • during the Term or until terminated under clause 10, whichever is the earlier;
  • in accordance with this Agreement;
  • in a diligent and professional manner; and
  • in compliance with all applicable laws
• The Collaborator agrees that ACIAR may publicly disclose the names and addresses of the Collaborator and its role in fulfilling this Agreement.

3.    Purchase order number, collaborator's fee and invoices 

Purchase Order Number

• Partner A will raise a Purchase Order for the Research Project and inform the Collaborator of the Purchase Order number and that number must be on your tax invoice for the Research

Entitlement

• To be entitled to a payment referred to in clause 3, the Collaborator must:
  • comply with this Agreement;
  • provide the Research Project in accordance with the requirements of this Agreement including reporting to partner A in accordance with Schedule Item 2;
  • issue partner A with a separate tax invoice(s) quoting partner A’s reference number in respect of the Research

Amount

• Subject to ACIAR paying partner A and the Collaborator's compliance with clause 1 and 3.2,  partner A must pay to the Collaborator within 30 days of receiving a tax invoice.

Expenses

• If it is specified in the Details that partner A is to reimburse the Collaborator for any expenses, then partner A will pay those expenses if:
  • those expenses are first approved by partner A; and

• the Collaborator provides a tax invoice and copies of receipts acceptable to partner

4.     Superannuation guarantee charge and expenses

• To the extent that partner A is required, or elects, to make superannuation contributions for the Collaborator so as not to be liable to pay a superannuation guarantee charge under the Superannuation Guarantee (Administration) Act 1992 and the Superannuation Guarantee Charge Act 1992 as amended from time to time, such contributions are included in and form part of the Collaborator's Fee.

5.   Equipment collaborator’s equipment

• The Collaborator must provide all the materials and equipment necessary to provide the Research Project.

Partner A’s equipment or facilities

• If partner A provides or allows the Collaborator to use partner A’s equipment or facilities in connection with providing the Research Project, the Collaborator:
  • is responsible for the equipment or facilities (including any loss or damage to them) for as long as the equipment or facilities are in the possession or control of the Collaborator; and
  • must promptly return the equipment and cease to use the facilities:
    • once the Research Project for which the equipment was being used or facilities provided have been completed; or
    • otherwise in accordance with this

6.     Provision of the research project

• The Collaborator will provide the Principal Investigator who will lead the Research The Collaborator may use competent and qualified employees, agents and sub- contractors to assist the Principal Investigator in the provision of the Research Project.
• Partner A may at any time if it has reasonable grounds which have been disclosed and discussed with the Collaborator by notice in writing request the Collaborator to cease to permit a particular person or persons employed by the Collaborator or acting as agents of the Collaborator to carry out the Research Project, and if this occurs the Collaborator must, as soon as practicable, cease to provide the service of the particular person or persons in respect of the partner A’s business and provide the Research Project of an alternative person or  persons as may be reasonably acceptable to partner A.
• The Principal Investigator will report to the partner A Contact Person set out in the Details in accordance with Schedule partner A, Item

7.     Insurance, risk and indenmities

Insurance

• The Collaborator must take out and maintain at its own cost and for the duration of the Agreement all appropriate insurances for an Agreement of this kind having regard to the Research Project for which the Collaborator has been engaged.
• The Collaborator warrants that it has taken out all appropriate insurances as required under clause 7.1.

Equipment at Collaborator’s Risk

• Any equipment or other property that the Collaborator uses to perform the Research Project is at the Collaborator’s risk at all times, except to the extent that its damage or destruction is caused or contributed to by partner A’s act, omission, negligence or

Indemnities

• The Collaborator shall indemnify partner A, its officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis), or liability, incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person where such loss or liability was caused by any willful misconduct or unlawful or negligent act or omission of the Collaborator, its officers, employees, agents or subcontractors in connection with the Research Project.
• The Collaborator’s liability to indemnify partner A under clause 4 shall be reduced proportionally to the extent that any unlawful or negligent act or omission of partner A or its officers, employees, agents or sub-licensees contributed to the loss or liability.

Nature and Scope of Indemnities

• Each indemnity in this Agreement:
  • is a continuing and independent obligation of the party giving the indemnity;
  • survives termination or expiry of this

8.     Confidential information

• The Collaborator must:
  • keep Confidential Information, except where disclosure is permitted under clause 8.2.2 or by law; and
  • take whatever measures are reasonably necessary to preserve such confidentiality, including:
    • complying with all security measures established to safeguard Confidential Information from access or unauthorized use;
    • keeping Confidential Information under its control;
    • not removing Confidential Information from partner A's premises without prior approval of partner A; and
    • immediately notifying partner A if the Collaborator suspects or is aware Confidential Information is being used, copied or disclosed without authorization by any person.
  • The Collaborator may:
    • use the Confidential Information solely for the purpose of providing the Goods and Services;
    • disclose Confidential Information to an authorized employee or other contractor of  partner A who have a need to know (and only to the extent that each has a need to know).
  • Subject to partner A paying the Collaborator's reasonable costs, the Collaborator must provide assistance reasonably requested by partner A in relation to any proceedings partner A or a Controlled Entity of partner A may take against any person for unauthorized use, copying or disclosure of Confidential Information.
  • Partner A may require the Collaborator’s Personnel to sign a confidentiality agreement in connection with Confidential Information in a form first approved by partner A, as a condition of partner A’s acceptance of the Collaborator’s Personnel.

9.    Personal information and privacy obligations

The Collaborator, when it collects, uses, discloses or holds personal information in connection with this Agreement must:

• collect, use, disclose or hold such personal information only for the purpose of performing its obligations under this Agreement;
• comply with the Privacy Laws as if it were subject to the Privacy Laws in relation to the collection, use, disclosure and storage of personal information, including by obtaining all necessary consents;
• not do any act or engage in any practice that would breach the Privacy Laws, or which if done or engaged in by partner A, would be a breach of any Privacy Laws;
• not allow any personal information that has been collected or used in connection with this Agreement to be transferred, stored, hosted, backed-up or otherwise removed outside of Australia unless it has obtained partner A’s prior written approval in writing;
• notify partner A immediately upon becoming aware of a complaint, breach or possible breach of any of the obligations in this clause by the Collaborator or its Personnel and comply with all reasonable directions from partner A in connection with remedying that complaint or breach;
• comply with all reasonable directions of partner A in relation to the security of personal information and take all such steps as reasonably necessary to protect the personal information from misuse or loss and from unauthorized access, use, modification or disclosure; and
• ensure that the Collaborator’s Personnel are made aware of the above obligations and any agreement with a subcontractor contains equivalent provisions to this clause.

10.   Intellectual property and moral rights

Background IP

• Unless otherwise expressly agreed in writing by the Parties, this Agreement does not affect the ownership of Background IP.
• The Collaborator grants to partner A or shall secure the grant of a permanent, irrevocable, royalty free, world-wide, non-exclusive license (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and communicate to the public the Background IP in conjunction with the Research Project IP. Where partner A proposes to sub- license its rights under this clause 10.2, partner A will ensure that any sub-license will be on the same or substantially the same terms as the license partner A has from the
• The Collaborator warrants that to its actual knowledge and belief, following all diligent and reasonable enquiries, at the date of the Agreement or the date on which Background IP is first used in the Research Project (whichever is applicable to the circumstances):
  • it is the owner of, or is otherwise entitled to use, the Background IP;
  • it is entitled to grant the licenses under clause 2; and
  • the exercise by partner A of its rights under clause 2 will not infringe any Intellectual  Property rights of any third party.
• The Collaborator shall indemnify, and keep indemnified partner A, its officers, employees and agents, from and against any and all liability, loss, damage, cost (including the cost of any settlement and legal costs and expenses on a solicitor/client basis), compensation or expense incurred by them arising out of any action, claim, suit, dispute, or proceeding brought by any third party in connection with the breach of the warranties set out in clause 3.

Research Project IP

• The Collaborator owns all Intellectual Property Rights in the Research Project
• The Collaborator grants partner A or shall secure the grant of a permanent, irrevocable, royalty free, world-wide, non-exclusive license (including a right to sublicense its rights to third parties) to use, reproduce, modify, publish, adapt and communicate to the public the Intellectual Property Rights in Research Project IP
• The Collaborator must do all things reasonably required by partner A to enable partner A to assure further the rights assigned under this

Moral Rights

• The Collaborator unconditionally consents to any act or omission by partner A or persons acting on behalf of partner A in relation to all Works made, or to be made, by the Collaborator in the course of providing the Research Project either on the Collaborator's own account or in collaboration with others, which may otherwise be an infringement of the Collaborator's  Moral

11. Access to information under the GIPA Act

    • The Collaborator acknowledges that partner A is required to comply with the Government Information (Public Access) Act 2009 (NSW) (GIPA Act). The Collaborator will respond promptly to any request by partner A to the Collaborator under the GIPA Act and the Collaborator will do all things reasonably required by partner A to enable partner A to meet its obligations under the GIPA.

• Under the GIPA Act, partner A is required to keep a register of government contracts that records information (including, for example, the name and business address of the contractor) about certain contracts that have a value of $150,000 or This information will be published on partner A’s website.

12.    Audit and access

• Right to conduct audits

Partner A or a representative may conduct audits relevant to the performance of the Collaborator's obligations under this Agreement. Audits may be conducted of:

• the Collaborator's operational practices and procedures as they relate to this Agreement, including security procedures;
• the accuracy of the Collaborator's invoices and reports in relation to the provision of the services under this Agreement;
• the Collaborator's compliance with its confidentiality, privacy and security obligations under this Agreement;
• material (including books and records) in the possession of the Collaborator relevant to the Research Project or this Agreement; and
• any other matters determined by partner A to be relevant to the Research Project or this     
  • Access by Partner A
• Partner A may, at reasonable times and on giving reasonable notice to the Collaborator:
  • access the premises of the Collaborator to the extent relevant to the performance of this Agreement;
  • require the provision by the Collaborator, its employees, agents or subcontractors, of records and information in a data format and storage medium accessible by partner A for use of partner A's existing computer hardware and software;

• inspect and copy documentation, books and records, however stored, in the custody or under the control of the Collaborator, its employees, agents or subcontractors; and
• require assistance in respect of any inquiry into or concerning the Research Project or this Agreement. For these purposes an inquiry includes any administrative or statutory review, audit or inquiry (whether within or external to partner A), any request for information directed to partner A, and any inquiry conducted by Parliament of the Commonwealth of Australia or any Parliamentary committee.

• The Collaborator must provide access to its computer hardware and software to the extent necessary for partner A to exercise its rights under this clause 12, and provide partner A with any reasonable assistance requested by partner A to use that hardware and software.
  • Conduct of audit and access

A must use reasonable endeavors to ensure that:

• audits performed pursuant to clause 12.1; and
• the exercise of the general rights granted by clause 2 by A,

do not unreasonably delay or disrupt in any material respect the Collaborator's performance of its obligations under this Agreement or its business.

• Costs

Unless otherwise agreed in writing, each party must bear its own costs of any reviews and/or audits.

• Auditor-General and Australian Information Commissioner

The rights of partner A under clause 12.2 (a) (i) to 12.2 (a) (iii) apply equally to the Auditor-General or a delegate of the Auditor-General, or the Australian Information Commissioner  or a delegate of the Australian Information Commissioner, for the purpose of performing the Auditor-General's or Australian Information Commissioner's statutory functions or powers

• Collaborator to comply with Auditor-General's requirements

The Collaborator must do all things necessary to comply with the Auditor-General's or his or her delegate's or the Australian Information Commissioner's or his or her delegate's requirements, notified under clause 12.2, provided such requirements are legally enforceable and within the power of the Auditor-General, the Australian Information Commissioner, or his or her respective delegate.

• No reduction in responsibility

The requirement for, and participation in, audits does not in any way reduce the Collaborator's responsibility to perform its obligations in accordance with this Agreement.

• Subcontractor requirements

The Collaborator must ensure that any subcontract entered into for the purpose of this Agreement contains an equivalent clause granting the rights specified in this clause 12.

• No restriction

Nothing in this Agreement reduces, limits or restricts in any function, power, right or entitlement of the Auditor-General or a delegate of the Auditor-General or the Australian Information Commissioner or a delegate of the Australian Information Commissioner. The rights of the partner A under this Agreement are in addition to any other power, right or entitlement of the Auditor-General or a delegate of the Auditor-General or the Australian Information Commissioner or a delegate of the Australian Information Commissioner.

Note: that this clause 12 applies for the Agreement Period and for a period of seven years from the expiry or termination of this Agreement.

13.  Compliance with laws and policies

• Prohibited Dealings

• The Collaborator must ensure that it and any individuals, persons, entities or organizations involved in delivering goods and or services under this Agreement, including its officers, employees, agents and subcontractors, are not:
  • directly or indirectly engaged in preparing, planning, assisting or fostering a terrorist act;
  • listed terrorist organizations for the purposes of the Criminal Code Act 1995 (Cth) (details of listed terrorist organizations are available at https://www.nationalsecurity.gov.au/Listedterroristorganisations/Pages/d a spx );
  • subject to sanctions or similar measures under the Charter of the United Nations Act 1945 (Cth) or the Autonomous Sanctions Act 2011 (Cth) (details of      individuals       and      entities      are       available       at: https://dfat.gov.au/intemationalrelations/security/sanctions/Pages/consoli dated-list.aspx );
  • listed on the `World Bank's Listing of Ineligible Firms and Individuals' posted at: http://web.worldbank.org/externaYdefault/main?contentNMK=64069844 &menuPK=116730&pagePK=64148989&piPK=64148984&queryconten tMDK=64069700&theSitePK=84266;
  • owned, controlled by, acting on behalf of, or at the direction of individuals, persons, entities or organizations referred to in clauses 1a (i) to 13.1a (iv) above; or
  • providing direct or indirect support, resources or assets (including any grant monies) to individuals, persons, entities or organizations referred to in clauses 1a (i) to 13.1.1a (iv) above.
• Where the Collaborator becomes aware that there are reasonable grounds to suspect it or any of its officers, employees, agents and subcontractors has or may have contravened any part of clause 21.2(a), the Collaborator must:
  • notify partner A and confirm that information in writing as soon as possible, which must be no later than within 24 hours;
  • immediately take all reasonable action to mitigate the risks; and
  • take any other action required by partner A.
• The Collaborator must ensure that any subcontract entered into by the Collaborator for the purposes of fulfilling its obligations under this Agreement imposes on the subcontractor the same obligations that the Collaborator has under this clause, including this requirement to impose obligations on any further subcontractor.

• Child safety

• If any part of the Research Project involves the Collaborator employing or engaging a person (whether as an officer, employee, contractor, or volunteer) that is required by State or Territory law to have a working with children check to undertake the Research Project or any part of the Research Project, the Collaborator agrees:
  • to comply with all State or Territory law or partner A policy relating to the employment or engagement of people who work or volunteer with children in relation to the Services, including mandatory reporting and working with children checks however described; and
  • if requested, provide the partner A at the Collaborator's cost, an annual statement of compliance with this clause, in such form as may be specified by partner A.
• When child safety obligations may be relevant to a subcontract, the Collaborator must ensure that any subcontract entered into by the Collaborator for the purposes of fulfilling the Collaborator's obligations under the contract imposes on the subcontractor the same obligations regarding child safety that the Collaborator has under the Agreement. Each subcontract must also require the same obligations (where relevant) to be included by the subcontractor in any secondary subcontracts.
  • Fraud Control
• Fraud against partner A is defined as ‘dishonestly obtaining a benefit, or causing a loss, by deception or other means.
• Without derogating from the Collaborator’s obligations in this Agreement, the Collaborator must comply with the requirements of ACIAR’s Fraud Control Framework or any replacement guidelines, in force from time to time, available at https://w ag.Zov.au/Ci imeAndCorruption/FraudControl/Pages/Fi-audControlFramework.aspx
• ACIAR's Fraud Policy Statement and guidance on reporting any allegations or concerns regarding fraud can be found at http:/Iaciar.gov.au/conditions

14.   Dispute resolution and termination

• Each Party will try to resolve in good faith and within a reasonable time-frame any disputes that arise under this Agreement. This clause does not limit clauses 2 or 14.3.
• Either Party may terminate this Agreement at any time for any reason by giving the other Party 30 days prior written notice.
• This Agreement may be terminated immediately by written notice from partner A for reason of the Collaborator’s material breach.
• If this Agreement is terminated, partner A shall be liable only for:

• payments under the payment provisions of the Agreement for Research Project rendered before the effective date of termination; and
• any reasonable costs incurred by the Collaborator and directly attributable to the termination or partial termination of this Agreement
  • Partner A shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Collaborator under this Agreement, together exceed the Fee set out in this Agreement. The Collaborator shall not be entitled to compensation for loss of prospective

15.    Notices

• Any notice given under this Agreement:

1. must be in writing addressed to the intended recipient at the address shown for the parties in the Details or the address last notified by the intended recipient to the sender;

1. must be signed by an authorized officer of the sender;

• will be taken to have been delivered:
  1. in the case of delivery in person - when delivered to the recipient’s address for service and a signature received as evidence of delivery;
  2. in the case of delivery by post - within three business days of posting;
  3. in the case of delivery by facsimile – at the time of dispatch if the sender receives a transmission report which confirms that the facsimile was sent in its entirety to the facsimile number of the recipient and
  4. in the case of delivery by email, on receipt of confirmation by the sender that the recipient has received the email.

• If delivery or receipt of a notice occurs on a day on which business is not generally carried on in the place to which the communication is sent, or occurs later than 4.00 pm (local time) on any day, it will be taken to have occurred at the commencement of business on the next business day in that place.

16.   Relationship

• The Collaborator acknowledges that the Collaborator will provide the Project to partner A as an independent contractor.
• Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent or partnership between partner A or any Controlled Entity of partner A or ACIAR and the Collaborator or any of the Collaborator's employees, agents or subcontractors.
• The Collaborator shall be solely responsible for the payment to the Collaborator’s employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as the Collaborator’s employees or agents and to otherwise comply with legislation applicable to the Collaborator’s employees and
• The Collaborator will be solely responsible for all payments in relation to income tax, payroll tax, pay-as-you-go tax instalment deductions and other taxes and levies and all other payments imposed on an employer or contractor in respect of employees or other persons engaged by the Collaborator under the laws of Australia and New South Wales arising out of this Agreement or the provision of the
• Neither the Collaborator nor any employees, agents or subcontractors of the Collaborator will be entitled to the payment by partner A or ACIAR of salary, holiday pay, sickness pay, severance pay, long service leave or any other entitlement which an employee has in respect of his or her employment.
• The Collaborator acknowledges that it has no authority to engage the services of any person as an employee, agent or contractor of partner A or ACIAR.
• The Collaborator warrants that itself and its personnel are not under any obligation or restriction which would in any way interfere with or conflict with the Collaborator providing the Project under this Agreement and that the Collaborator and its personnel will not assume any such obligation or restriction.
• The Collaborator may engage in any other work and assignments through the duration of this Agreement provided that the other work or assignments do not conflict with the Collaborator’s duties and responsibilities to partner A under this Agreement and do not bring partner A or ACIAR into disrepute.

17.   Entire agreement

This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior understandings or agreements between the parties.

18.    Variation

This Agreement may only be altered or varied in writing executed by the parties.

19.   Governing law

This Agreement is governed by the laws of the New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.

20.   Counterparts

This Agreement may be signed in any number of counterparts which together will constitute one agreement.

21.  Force majeure

• A party does not breach this Agreement and is not liable to the other party for a delay or failure to perform an obligation to the to the extent it results from a Force Majeure Event provided that the party affected by the Force Majeure Event gives the other party a written notice which:

• sets out details of the Force Majeure Event;
• identifies the nature and extent of the obligations affected by the Force Majeure Event;
• advises the period of time during which the affected party estimates that it will not be able to perform or will be delayed in performing its obligations; and
• provides details of the action that it has taken or proposes to take to remedy the
  • A party affected by a Force Majeure Event must:
• take all reasonable steps to avoid, remove or limit the effects of the Force Majeure Event on its performance of the suspended obligations as quickly as possible; and
• promptly re-commence performing the suspended obligations as soon as reasonably possible and notify the other party when this occurs.

22.   Authorization

The parties warrant that they are authorized to enter this Agreement and that this Agreement has been duly executed by the party and is a legal, valid and binding agreement enforceable against it.

EXECUTED as an Agreement on the last date written below

Signed for and on behalf of                                                                                                         

Partner A                                           Name:

Title: Date:

Witness

Name of Witness (BLOCK LETTERS)

Signed for and on behalf of

Research Organization for Agriculture and Food, National Research and Innovation Agency (BRIN)

Name: Dr. Puji Lestari

Title:     Chairman Date:

Witness

Name of Witness (BLOCK LETTERS)